Notice to the Ordinary Annual General Meeting of Alma Media

Shareholders of Alma Media Corporation are invited to the Annual General
Meeting (AGM) to be held in conference room 1–3 of Royal at Crowne
Plaza, at the address Mannerheimintie 50, Helsinki, Finland, on
Thursday, 17 March 2016 at 13:00 hrs (1:00 p.m.) EET. The reception of
registered participants, the distribution of voting slips and the coffee
service will commence at 12:00 noon.

A. Matters on the agenda at the AGM

The following matters will be considered at the Annual General
Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and supervise the
counting of votes

4. Recording the legal convening of the meeting

5. Recording the attendance at the meeting and adoption of the list
of votes

6. Presentation of the 2015 Financial Statements, the Report by the
Board of Directors and the Auditors’ Report

Review by the President and CEO

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and
the payment of dividend

The Board of Directors proposes that no dividend be paid for the
financial year 2015. The company has no retained earnings.

9. Resolution on the use of the invested non-restricted equity fund

The Board of Directors proposes that the AGM decide to use EUR
70,092,000 from the invested non-restricted equity fund, complying with
the company's balance sheet of 31 December 2015, to cover losses. The
covering of losses improves the preconditions for the distribution of
profit in future financial periods.

10. Resolution on the repayment of capital

The Board of Directors proposes that the AGM decide to distribute EUR
0.12 per share as capital repayments from the invested non-restricted
equity fund. At the time of the publication of this notice to the AGM,
the company has 82,383,182 shares, translating into a repayment amount
of EUR 9,885,981.84. Capital repayments are paid to shareholders who are
registered in Alma Media Corporation’s shareholder register, maintained
by Euroclear Finland Ltd, on the record date, 21 March 2016. The Board
of Directors proposes that capital repayments be paid on 30 March 2016.

11. Resolution on the discharge of the members of the Board of
Directors and the President and CEO from liability

12. Resolution on the remuneration and travel allowances of the
members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the remuneration of
the Board of Directors be increased, as it has remained unchanged since
2011, and that the following annual remuneration be paid to the members
of the Board of Directors to be elected at the Annual General Meeting
for the term of office ending at the close of the Annual General Meeting
2017: to the Chairman of the Board of Directors EUR 40,000 (currently
33,000) per year, to the Vice Chairman EUR 32,000 (currently 27,000) per
year, and to members EUR 27,000 (currently 22,000) per year.

Additionally, and in accordance with the resolution of the 2015 Annual
General Meeting, the Chairmen of the Board and Committees would be paid
a fee of EUR 1,000, Vice Chairmen a fee of EUR 700, and members a fee of
EUR 500 for those Board and Committee meetings that they attend. It is
proposed that Board members' travel expenses be compensated in
accordance with company travel regulations.

The members of the Board shall, as decided by the Annual General
Meeting, acquire a number of Alma Media Corporation shares corresponding
to approximately 40% of the full amount of the annual remuneration for
Board members, taking into account tax deduction at source, at the
trading price on the regulated market arranged by the Helsinki Stock
Exchange. Members of the Board are obligated to arrange the acquisition
of the shares within two weeks of the release of the first quarter 2016
interim report or, if this is not possible because of insider trading
regulations, at the earliest possible time thereafter. If it was not
possible to acquire the shares by the end of 2016 for a reason such as
pending insider transactions, the remuneration shall be paid in cash.
Shares acquired in this way may not be transferred until the recipient’s
membership on the Board has expired. The company is liable to pay any
asset transfer taxes which may arise from the acquisition of shares.

13. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that seven (7) members
serve on the Board of Directors.

14. Election of the members of the Board of Directors

Of the current Board Members, Perttu Rinta and Erkki Solja have
announced that they will be unavailable as members of the Board of Alma
Media Corporation.

The Nomination Committee proposes that the following current Board
members be re-elected for the term ending at the close of the following
Annual General Meeting: Niklas Herlin, Esa Lager, Petri Niemisvirta,
Catharina Stackelberg-Hammarén and Harri Suutari. The Committee further
proposes that Matti Korkiatupa, Managing Director of Ilkka-Yhtymä Oyj,
and Mitti Storckovius, Head of Business Analytics in Devices Marketing
at Microsoft, be elected as new Board members for the same term of
office.

Matti Korkiatupa (born 1955, agronomist) has served as the Managing
Director of Ilkka-Yhtymä Oyj since 1999. Korkiatupa is a Member of the
Board of Arena Partners Ltd, Alma Mediapartners Ltd, Lännen Media Ltd,
and the Finnish Newspapers Association.

Mitti Storckovius (born 1971, Master of Political Sciences, MBA) held
positions at Nokia Ltd between 2004–2014, and since 2014 assumed
responsibility for the planning of Microsoft’s phone business and
marketing analytics.

All proposed members of the Board of Directors have given their
permission for their election.

Shareholders representing more than half of Alma Media’s shares and
voting rights have notified that they support the Shareholders’
Nomination Committee's proposal.

15. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Board of Directors’ Audit
Committee, the Board of Directors proposes that the auditor’s fees be
paid according to the invoice approved by the company.

16. Election of the auditor

In accordance with the recommendation of the Audit Committee, the Board
of Directors proposes that Authorised Public Accountants
PricewaterhouseCoopers Oy be elected as the company’s auditor for the
2016 financial year.

17. Authorisation to the Board of Directors to repurchase own shares

The Board of Directors proposes that the AGM authorise it to decide on
the repurchase of a maximum of 824,000 shares in one or more lots. The
proposed maximum authorised quantity represents approximately one (1)
per cent of the company’s entire share capital. The shares shall be
acquired using the company’s non-restricted shareholders’ equity through
trading in a regulated market arranged by Nasdaq Helsinki Oy and in
accordance with its rules and instructions, which is why the acquisition
is directed, that is, the shares are purchased otherwise than in
proportion to shareholders’ current holdings. The price paid for the
shares shall be based on the price of the company share in the regulated
market, so that the minimum price of purchased shares is the lowest
market price of the share quoted in the regulated market during the term
of validity of the authorisation and the maximum price, correspondingly,
the highest market price quoted in the regulated market during the term
of validity of the authorisation. Shares may be purchased for the
purpose of improving the company’s capital structure, financing or
carrying out corporate acquisitions or other arrangements, implementing
incentive schemes for the management or key employees, or to be
otherwise transferred or cancelled. It is proposed that the
authorisation be valid until the following AGM; however, no longer than
until 30 June 2017.

18. Authorisation to the Board of Directors to decide on the transfer
of own shares

The Board of Directors proposes that the Annual General Meeting
authorise it to decide on a share issue by transferring shares in
possession of the company. A maximum of 824,000 shares may be issued on
the basis of the authorisation. The proposed maximum authorised quantity
represents approximately one (1) per cent of the company's entire share
capital. The authorisation entitles the Board to decide on a directed
share issue, which entails deviating from the pre-emption rights of
shareholders. The Board can use the authorisation in one or more parts.
The Board of Directors may use the authorisation to implement incentive
programmes for the management or key employees of the company.

It is proposed that the authorisation be valid until the following AGM;
however, no longer than until 30 June 2017. This authorisation would
override the corresponding share issue authorisation granted at the AGM
of 17 March 2015.

19. Authorisation to the Board of Directors to decide on a share issue

The Board of Directors proposes that the AGM authorise it to decide on a
share issue. The authorisation would entitle the Board to issue a
maximum of 16,500,000 shares. The proposed maximum amount of shares
corresponds to approximately 20 per cent of the total number of shares
in the company. The share issue may be implemented by issuing new shares
or transferring shares now in possession of the company. The
authorisation entitles the Board to decide on a directed share issue,
which entails deviating from the pre-emption rights of shareholders. The
Board can use the authorisation in one or more parts.

The Board may use the authorisation for developing the capital structure
of the company, widening the ownership base, financing or realising
acquisitions or other arrangements, or for other purposes decided on by
the Board. The authorisation may not, however, be used to implement
incentive programmes for the management or key employees of the company.

It is proposed that the authorisation be valid until the following AGM;
however, no longer than until 30 June 2017. This authorisation would
override the corresponding share issue authorisation granted at the AGM
of 17 March 2015, but not the share issue authorisation proposed above
in section 18.

20. Charitable donations

The Board of Directors proposes that the AGM authorise it to decide on
donations amounting to no more than EUR 50,000 to universities in
2016–2017, with the more detailed conditions of the donations to be
decided by the Board of Directors.

21. Shareholder Pasi Asikainen’s proposal for an issue to be resolved
at the AGM

Alma Media Corporation’s shareholder Pasi Asikainen has made a proposal
to the Board of Directors of the company on 6 January 2016 to be
resolved at the AGM 2016.

The shareholder has requested the Annual General Meeting to consider and
make a decision on moving the company’s domicile to Tampere.

22. Closing of the meeting

B. Documents of the AGM

The above proposals on the company's agenda and this notice to the
Annual General Meeting are available on the Alma Media Corporation
website at http://www.almamedia.fi/en/investors/governance/general-meeting/2016.
The Financial Statements, the Report by the Board of Directors and the
Auditor’s Report will be available on the company website no later than
25 February 2016. The proposals and other aforementioned documents will
also be available at the AGM, and copies of these and this notice will
be sent to shareholders on request. The minutes of the AGM will be
available on the above website no later than 31 March 2016.

C. Instructions to the participants of the AGM

1. Shareholders registered in the shareholder register

Shareholders who are registered on 7 March 2016 in the shareholder
register of the company, maintained by Euroclear Finland Ltd, have the
right to attend the AGM. A shareholder whose shares are registered on
his/her personal Finnish book-entry account is registered in the
company’s shareholder register.

Registered shareholders wishing to attend the AGM must register no later
than 4.00 p.m. EET on 14 March 2016, by which time their registrations
must have arrived at the company. Participants may register for the AGM
starting from 9:00 a.m. EET on 18 February 2016

When registering, shareholders shall provide their name, personal
identification number, address and telephone number, as well as the name
of any assistant or proxy representative and the personal identification
number of the proxy representative. Personal information provided by
shareholders to Alma Media Corporation will only be used for processing
AGM registrations and other related registrations.

The shareholder or their appointed representative or proxy
representative must be able to provide proof of their identification
and/or representation rights at the venue of the AGM.

2. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to attend the Annual
General Meeting based on those shares that would entitle them to be
entered in the shareholder register, maintained by Euroclear Finland
Ltd, on 7 March 2016. In addition, participation in the AGM requires
that such shareholders are, based on these shares, temporarily entered
in the shareholder register maintained by Euroclear Finland Ltd no later
than 14 March 2016 at 10:00 a.m. For nominee-registered shares, this
will be considered as a registration to participate in the Annual
General Meeting.

Holders of nominee-registered shares are advised to consult their asset
manager well in advance for instructions on being entered in the
temporary shareholder register, giving proxies and registering for
participation in the AGM. The asset manager's account manager must
announce the holder of nominee-registered shares who wishes to attend
the AGM for temporary registration in the company's shareholder register
no later than the aforementioned date and time.

Shareholders may participate in the AGM and exercise their rights at the
meeting through proxy representatives. The proxy representative of a
shareholder must present a dated proxy document or provide other
reliable proof that they are entitled to represent the shareholder.
Should a shareholder participate in the AGM via several proxy
representatives representing this shareholder's shares stored in
different securities accounts, the shares by virtue of which each proxy
representative is representing the shareholder must be specified in
connection with the registration.

Any proxy documents should be delivered as originals to the address Alma
Media Corporation, Sirpa Jyräsalo, P.O. Box 140, 00101 Helsinki, Finland
before the expiry of the registration period.

4. Other instructions/information

Shareholders present at the AGM have the right, under subsection 25 of
section 5 of the Limited Liability Companies Act, to pose questions on
the matters dealt with by the meeting.

On the date of this notice to the AGM, 12 February 2016, Alma Media
Corporation has a total of 82,383,182 shares and votes.

The meeting venue, Royal at Crowne Plaza, can be reached by tram
(services 4, 7, and 10, the Hesperia Park stop) and by all bus services
through Mannerheimintie. Participants arriving by car may park, for a
fee, in the Töölönlahti parking garage Q-Park Finlandia or in the
parking garage of Royal at Crowne Plaza.

Helsinki, 11 February 2016

ALMA MEDIA CORPORATION

BOARD OF DIRECTORS

Distribution:

NASDAQ Helsinki Stock Exchange, main media

Alma Media in brief

Alma Media is a media company focusing on the service business and
journalistic content. The company’s best-known brands are Kauppalehti,
Talouselämä, Affärsvärlden, Iltalehti, Aamulehti, Etuovi.com and
Monster. Alma Media builds sustainable growth for its customers by
utilising the opportunities of digitality, including information
services, system and expert services and advertising solutions. Alma
Media’s operations have expanded from Finland to the Nordic countries,
the Baltics and Central Europe. Alma Media employs approximately 2,500
professionals (excluding delivery personnel), of whom approximately 30%
work outside Finland. Alma Media’s revenue in 2015 was EUR 291.5
million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.